Gillespie Macandrew LLP is recognised as an incorporated practice by the Law Society of Scotland.
GILLESPIE MACANDREW LLP - CONDITIONS OF BUSINESS
These conditions of business and our Letter of Engagement set out the working relationship and terms of agreement between us, Gillespie Macandrew LLP and you, our client. By instructing us you agree to accept these terms and that they remain in force unless or until we mutually agree otherwise.
2. Scope of Work The scope of work will be as set out in the Letter of Engagement. This will cover, among other things, what we will deliver for you, any key timescales within which we envisage the delivery taking place, and the basis on which our fees and cost will be charged and recovered.
3. InstructionsAs your agents we act only on information and instructions given to us. You should not assume that we have knowledge of any factual matters.If we are acting for more than one person we may take instructions from one person on behalf of the others and all will be fully liable for any actions taken or fees incurred. If we are acting for a company or other corporate body, then unless advised otherwise in writing, we shall accept instructions from any Directors or other office bearers of the company or body or any other company in its group, and from any other person reasonably appearing to us to have its authority to instruct solicitors in the matter concerned.You may instruct us verbally, by e-mail or in writing although we may ask for formal written confirmation of verbal or e-mail instructions. Unless you expressly notify us to the contrary in writing we may accept instructions and take action on information sent to us from your e- mail address.
4. ContractsIn Scotland it is common for your agents to enter into legally binding contracts on your behalf and therefore if there are any changes in your instructions you must notify us immediately to ensure we do not commit you to a contract you have subsequently changed your mind about.
5. Government Regulation and Anti Money Laundering ComplianceBefore we can take you on as a client, transact any business for you or receive any money from you or on your behalf, we are legally obliged to carry out various Anti-Money Laundering checks. These include confirming your identity, the specific source of your funds and your source of wealth in terms of the transaction. This applies to every person who has a financial interest in the matter so we have to carry out these checks on each person involved, e.g. shareholders of companies and beneficiaries of trusts.
Verification of identityFor individuals we require to see two current forms of ID; a current passport or photographic driving licence and a bank statement or utility bill which is no more than 3 months old. If you do not have a current passport or photographic driving licence we may be able to accept alternative forms of ID and the solicitor acting for you will discuss this with you. The requirements for corporate entities such as companies or partnerships are more complex and once we know the nature of the entity for whom we will be acting we will advise what checks we need to make and what documentation we need to see. In all cases we must retain copies of your ID in either paper or electronic form. By instructing us you consent to us retaining copies of your ID for a period of 10 years. We must verify original ID documentation and photocopies are only acceptable when certified by certain professionals such as another solicitor or an accountant and sent to us by that person with a letter on their letterhead. In addition, we also reserve the right to use the services of third parties including on-line credit check companies to carry out identity verification of any client.If we are to receive funds on your behalf from a third party (other than a bank or another firm of solicitors) we require the same levels of ID for that third party. If you are an existing client we will need to refresh your ID every 5 years and if you change your address or name or, in the case of a corporate entity there is a change of identity, structure or beneficial ownership you will need to advise us and provide us with the relevant ID or evidence.
Source of funds and nature of transactionsThe Money Laundering Regulations mean we must fully understand the nature of and purpose of any transaction in which we are instructed to act and verify the source of any funds received from you. This means for instance that if you are sending us money by way of a bank transfer we will need to see a copy of the receipt you receive from your bank detailing the name and account number of the bank account from which the funds were sent and in certain circumstances we may require to see a copy of the bank statement for that account. In addition we must be satisfied as to the source of wealth of any client instructing us and we may need to ask you for an explanation of that source. We will request all the relevant information from you as soon as possible at the outset. If this information is not provided as agreed, your transaction may be delayed or we may have to withdraw from acting for you.Identity, source of funds and source of wealth checks must be updated and/or re-confirmed regularly for existing clients, so if we are working with you over a period of time and/or over a number of transactions please be aware of this.You should also be aware that we are required by law to report to government authorities any evidence or suspicion regarding money laundering or proceeds of crime and that we are explicitly prohibited from notifying you of the fact that any such report has been made.
6. FeesFees incurred are payable whether or not a matter is successfully concluded or completed and we will charge for the work undertaken by us. Fees will be calculated on the basis set out in the Letter of Engagement.
Fixed FeesWhere a fixed fee quotation has been given the fee will be as quoted. If additional work is instructed by you, becomes necessary and performed by us out-with the scope of a fixed fee quotation you may be required to pay an additional fee based on the amount of the additional work involved. We will endeavour to provide an estimate of that additional fee at the point the revised or additional instruction is received from you or when identified by us as necessary.
Hourly and Daily Rate FeesFees will be calculated on the basis of hourly rates applied to the time spent working on the matter. The rates depend on the seniority and specialised knowledge of the lawyer or executive. We seek to have the work carried out by the individual who can provide the necessary service at the more efficient rate for the client.
The time includes that spent on considering and drafting documents, advising, reporting, dealing with correspondence, telephone calls, e-mails, preparing for and attending meetings and making notes of meetings, researching the law, attending court and travelling. Hourly rates are calculated in units of one tenth of an hour (i.e. 6 minutes). Details of these rates will be set out in the Letter of Engagement.
Fee rates are reviewed periodically and subject to any provisions in the Letter of Engagement we will inform you of any change of rates in advance of that revision taking affect.
In some transactions it is not possible to quote precise fees as the amount of work is not known at the outset. In such cases we will if requested provide an estimate only at that point for initial budgeting/purchase ordering purposes. Accordingly any estimate of fees given will not be binding unless it is expressly stated to be a fixed fee quotation. In ongoing matters we will supply updated estimates as agreed in the Letter of Engagement.
7. Outlays, Other Expenses and VATFees quoted or estimated exclude outlays and other expenses which we incur on your behalf or in the course of providing you with agreed services. Outlays incurred by us, specifically on your behalf, for you such as court costs, fees payable to advocates instructed by us on your behalf, search fees, registration fees, stamp duty and property advertisements are due for immediate payment by you. Other expenses incurred in the process of providing you with our services and advice are due for payment along with fees unless agreed otherwise.We reserve the right to require advance payments from you to cover expected fees and outlays. If payment is not made we may withdraw from acting for youV.A.T. will be due and charged at the appropriate rate on all fees and expenses.
8. Court CostsIf you instruct us in a matter which goes to Court you may be found entitled to expenses from another party. Our fees remain payable whether or not courts costs are actually recovered. Experience shows it is unlikely that any amount recovered will be sufficient to meet all your costs. You should therefore assume that even if your action is successful, there will be additional costs payable to us over and above anything that may be recovered from the other party.
9. Payment of Fees and Outlays9.1. Fees are payable on issue of the Fee Note. Fee Notes may be issued at stages of the transaction or on completion of the transaction but we will issue interim fee notes monthly unless another basis is agreed with you. 9.2. Where you have provided us with debit or credit card details as a method of payment we will apply for payment 3 days after date of issue to you of the Fee Note or Statement of Outlays. No charge is made for payment by means of an approved debit card. An administration fee of 2% of the total amount is payable on all credit card transactions.9.3. We may deduct from any monies held for you any fees and outlays due to us.9.4. We reserve the right to charge interest on fees (including VAT) and outlays if not paid within thirty days of the relevant invoice date. The rate payable will be at the Bank of Scotland base rate applicable on each day plus 5%. We may also suspend or cease any further work on your behalf if payments are not made within terms.9.5. When you and others are joint clients you will each be jointly and severally liable for fees and outlays which mean that we may recover the full amount from any one of you. This also applies where you are representing a company or other corporate body in which you have a significant financial interest: as the individual instructing us you are liable for our fees and outlays if the corporate body fails to make due payments. 9.6. Where it has been agreed that a third party will pay for certain elements of fees and expenses and the third party fails to make payment, you remain liable to us for such payments.
10. Purchase OrdersIf your organisation requires the provision of purchase orders and the inclusion of purchase order numbers on invoices and fee notes, you must ensure we are aware of this at the outset and that these are provided to us as soon as possible and in any case within 28 days of the commencement of the transaction.
11. Clients’ Money11.1. Where the interest likely to be accrued on moneys received on your behalf exceeds £100 we set up a specific deposit account in your/client name. This interest is payable to you. Where interest is not likely to exceed £100, the funds are held in a general account and interest is not payable to you.11.2. Where we hold money on your behalf, we currently have arrangements with the Bank of Scotland and Royal Bank of Scotland but may, from time to time, select other financial institutions. 11.3. In the event of insolvency of banks or other financial institutions there are limits on the amounts which are guaranteed under the Government backed Financial Service Compensation Scheme. At present it covers individuals for certain amounts up to £85,000. Further information on this is available on the FSCS website at http://www.fscs.org.uk or by calling them on the Freephone number 0800 678 1100 or writing to them at: Financial Services Compensation Scheme, 10th Floor, Beaufort House, St Botolph Street, London, EC3A 7QU.
12. Transaction settlementsProperty and other transactions are usually settled by our making payments on your behalf from our Clients’ Account. To comply with Law Society of Scotland Rules we must have cleared funds in that account. You must ensure we have these cleared funds in our Client Account prior to the settlement. You may do so by direct bank transfer or cheque but you should note that cheques can take up to one week to clear. If we do not have cleared funds we will not be able to settle the transaction on the due date in which event you may be in breach of your contract.
13. Property Sales If you are selling a property we have to provide a guarantee at completion of the sale that there is nothing on record that shows you are not the rightful owner and you have the right to sell free of any mortgage or other rights anyone else might have over the property. This guarantee is backed by our Professional Indemnity Insurance, but it is a condition of the insurance that you must advise us of all Mortgages, Standard Securities, Charges or Inhibitions affecting you or the property or anything else you have signed that gives someone else rights over your property e.g. in connection with a loan. You must tell us about any or all of these and if you are in any doubt about this, please consult us immediately.
14. Personal DataWe will collect the personal information we need from you to comply with our legal obligations and as reasonably required to provide the advice and services you instruct us to supply. The data controller for the purposes of the Data Protection Act 1998 is Gillespie Macandrew LLP, 5 Atholl Crescent, Edinburgh EH3 8EJ.We will use the personal information we collect from you to provide the advice and services you instruct us to supply, and we may also use it to send you information about our services and other communications from us which we consider may be of interest to you.We will not transfer your personal information to anyone else except as necessary and usual in the course of carrying out transactions on your behalf. We will not transfer your personal information to anyone for marketing purposes.If you do not wish to receive any information about our services in the future please contact the Marketing Manager, Gillespie Macandrew LLP, 5 Atholl Crescent, Edinburgh, EH3 8EJ.
15. TerminationEither you or we may end our appointment at any time. If the appointment is ended all fees (including any cancellation fee quoted) and outlays are due for payment immediately. We reserve the right to retain papers, titles and any other documents pending payment of outstanding sums due. Consumer contract regulations may provide you with additional rights of terminating or cancelling our appointment, and if that is the case we will advise you of your rights in the Letter of Engagement.
16. AuditorWe expect to provide you with high quality services within fees and terms agreed between us but In the event that you do not accept the amount of any fee charged it can be referred to the independent decision of the Auditor of the Court of Session. Please be aware that the Auditor charges a fee for his services and you will be responsible for the cost of this unless the Auditor decides otherwise.
17. ComplaintsWe aim to provide a high quality service to all our clients. However, if you are dissatisfied with any aspect of the service provided, please raise the matter as soon as possible with the Partner responsible who will endeavour to resolve the issue. If you are still not satisfied please write to the Client Relations Partner, Gillespie Macandrew, 5 Atholl Crescent, Edinburgh, EH3 8EJ, specifying your complaint. The Client Relations Partner will then deal with the matter in accordance with the standards laid down by the Law Society of Scotland.In the event that you remain dissatisfied with the outcome you are entitled to refer the matter to the Scottish Legal Complaints Commission (SLGC), The Stamp Office, 10-14 Waterloo Place, Edinburgh EH1 3EG. Any such reference to the SLGC must be made within one year of the service ending or the event giving rise to the complaint occurring.
18. Provision of advice through firm only All services and advice supplied by us are the responsibility of Gillespie Macandrew LLP only and no liability shall attach to any individual whether partner, member, consultant, associate or employee of Gillespie Macandrew LLP who may have supplied or been involved in supplying any services or advice.
19. Storage of papers and documents We will normally keep our file of papers for 5 years (or another period stated in the Letter of Engagement) but we may thereafter destroy it. We will not destroy documents (such as Wills, Titles and Securities) that you ask us to keep in our custody.
20. Limitations and exclusions20.1. Unless expressly stated in the Letter of Engagement the work will not include:20.1.1. Monitoring or reminding you of warranty periods or other notice periods20.1.2. Corporate or other tax or fiscal duty advice (other than Stamp Duty Land Tax in relation to property transactions). We will assume you have considered the tax consequences of any transaction you instruct us to carry out and that you do not require us to provide or source tax advice on such matters. We do have specialist private personal tax advisers and if you wish this form of tax advice please let us know. 20.2. We will use reasonable skill and care in the provision of our services. This may involve the consideration of the level of risks or prospects of success and you accept this is done on the basis of information available to us. Any decision on accepting any such risk is for you alone.20.3. We are not liable for any advice or opinions or the costs thereof given to you by third parties whether or not recommended by us.20.4. Our services are provided for you as our client only and no other person may use or rely on them nor derive any rights from them.20.5. Drafts or other provisional advice should not be relied upon as our final view of any matter.20.6. Our advice is given in accordance with the law as it exists at the time that the service is provided. We will not be responsible for any changes after the advice was given.20.7. Unless we expressly agree another limit in writing with you, our aggregate liability in respect of any claim, circumstance or series of related claims or circumstances whether arising from breach of contract, negligence or delict, under statute or otherwise (other than for personal injury or death) is limited to £5,000,000.20.8. We are not liable for any indirect loss or damage or any loss of profit or other consequential loss. 20.9. We are not liable for the loss of money held on your behalf with any bank or other financial institution if such loss arises from the insolvency or other failure to make payment on the part of such bank or institution for reasons outwith our control.
21. Other jurisdictions21.1. The scope of our advice extends only to matters of (1) Scots Law, (2) English law where one of our English-qualified solicitors has agreed in writing to advise you on English law and (3) other laws which have direct application within the Scots Law jurisdiction. Where we give advice in relation to matters which are subject to laws of any other jurisdictions, we cannot accept responsibility or liability for the same. In these cases we will give advice strictly on the basis we are providing objective commercial advice to help enable you to consider in what form if any you require additional advice from persons in that other jurisdiction. 21.2. We can introduce relevant persons qualified in other jurisdictions, but in all cases your engagement of their services whether directly or indirectly through us is a matter of separate contract and you will be liable for their fees and costs and we do not accept any liability or responsibility for their advice under other jurisdictions or laws out-with Scotland.
22. Scots LawScots Law governs the provision of all services to you and all actings on your behalf, whether or not you are based in Scotland or the services or actings take place in Scotland. Therefore, the Scottish Courts shall have exclusive jurisdiction to deal with any dispute or matter arising from such services or actings.
22 January 2015
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